The Only Path Left: A Prediction
by Universalperson
Summary: An attempt to foretell the future. This fanfic author's version of episode 11. Rating is because bad things happen, and not just a destroyed city. Be warned: Things. Get. WORSE. COMPLETED...for now
1. First Half

**Disclaimer: Don't own this series.**

**Foreword:**

This is part one of a fic that I began before the air dates of episodes 11 and 12 were announced. Essentially, it is my prediction of how episodes 11 and 12 will turn out. I only finished the first half of my version of episode 11 when the announcement of the air date was made. With both of them airing together in a little over a week, it may create a deadline I just can't keep. At the very least, I will provide all of episode 11. I may just decide to release my predictions for episode 12 in an author's note at the end of that section.

My intent was to take the little details I've seen in the series and craft something that's shocking, horrifying and epic. I do hope you enjoy, and I apologize if you do not.

And now...**ANFANGEN.**

* * *

><p><em>The fire extinguisher blew over her.<em>

**FLASH**

_The witch exploded again and again._

**FLASH**

"_That will not be necessary"_

**FLASH**

_She ran after the Soul Gem_

**FLASH**

_She stopped time and fired, and when it restarted, Kyubey was dead._

**FLASH**

"_If you continue to cause Madoka pain I will personally, right here..."_

**FLASH**

"_Kyouko..."_

**FLASH**

* * *

><p>"And that's it".<p>

They were in Homura's home, sitting across from each other.

Homura's expression was completely neutral...but it was also clear that she was pained.

Madoka was near-tears.

"Homura...I didn't..."

"Madoka. You must listen to me. When the Walpurgis Night comes, you have to run. Try to take your family with you, but if you can't, run."

"Homura-chan..." Madoka swallowed. Hearing all of this...all of this about time travel and alternate timelines and _becoming a witch_...it made her head spin. She couldn't even regard the other Madokas as herself.

"Didn't you...didn't you feel anything while protecting the others? Didn't you try to understand how hard it must have been for them?"

Homura said nothing at first. Finally she answered

"I can't afford those things. My wish was to protect you. This is the only path left."

And then her expression softened as she walked over and grabbed Madoka's hands.

"So don't sacrifice yourself. Don't throw your life away. Just be Madoka Kaname. If not for your sake...then for mine."

"Homura-chan..."

She let go, and turned around.

"Ah...Homura-chan...one more...thing" Madoka looked down. This would be hard to say.

"Sayaka...did Sayaka leave behind...a Grie-"

"No."

Madoka clenched her hands and sighed. She wasn't sure if it was a sigh of relief or of something else.

_Mami...Sayaka...Kyouko._

"I'll go then...thank for inviting me here. I'll take your advice."

And then she left.

Homura let out a sigh of her own.

"An interesting story."

She whirled around and glared. Kyubey was there. Of course.

"Now I understand why my other self would have contracted with you. To ensure that Madoka Kaname's potential would not be wasted."

"I have nothing to say to you" Homura spat.

"But I'm only here to inform you of a misconception you made. Sayaka Miki's witch form did drop a Grief Seed."

Homura bristled. "Then why couldn't I find it?"

"Did you use your Soul Gem to check to see if there was a witch in the area?"

"What does that have to do with anything?"

"Curious. You have traveled through time and learned much, yet your knowledge is imperfect. Witches collect the Grief Seeds of other witches. Another witch appeared and took the Grief Seed Sayaka left behind."

"For what purpose?

"To revive her."

Homura flinched.

"I don't see why that is a surprise." Kyubey continued. "Magical girls can revive witches with their Soul Gems. It's only logical that witches can do the same with their Grief Seeds."

Homura clenched her fists. "And why would witches do that?"

"I'm not entirely certain. But I believe they find comfort in being with another that shares their pain. Of course, that is an undesirable situation. Witches working together can be fatal to magical girls."

"Not that you care about their lives. You just want the energy that comes from their transformation into witches."

"Exactly. Which is one of the reasons why I store Grief Seeds. This way the witch will not come back." Kyubey flicked his tail. "I've noticed that you do not give me your Grief Seeds when they are full. Now that you know this reason, will you reconsider?"

Homura glared at him. "You also take energy from Grief Seeds too, don't you?"

"Yes. Though their output is nothing compared to a natural witch transformation. On the other hand, they are infinitely reusable."

"And that is exactly why you will not have them. Their souls have suffered enough. I will not allow you to make it worse."

And then she transformed.

"And where are you going?"

"To find this witch you spoke of. Don't bother looking for the Grief Seeds. Even if you find them, you will not be able to take them."

And then she left, closing the door behind her.

Kyubey said nothing for a long time. But he waited. Finally, he spoke to himself.

"I did try to warn you, Homura Akemi. I'm not the one who desires Grief Seeds the most."

The door to her house suddenly opened.

A man walked inside.

_With a witch's kiss on his neck._

* * *

><p>When Madoka got home, she collapsed in her bed.<p>

It was just too much for her. All of it. She wanted to sleep, and maybe hope everything was just some sort of dream.

But she couldn't sleep. She kept trying different positions, even wrapping her blanket around her like a cocoon and rolling around. None of them worked.

She collapsed on a stuffed toy, and sighed.

A sort of numbness had taken her over. She wasn't sure if she could cry anymore.

It was then her mother came into the room. That was a bit surprising. Usually her father would have called.

She then noticed her mother's expression. From the way she looked, something was going on.

"Madoka...I just got a call from Sayaka's parents."

Madoka felt her heart go up into her throat.

"What...what happened?"

"She's in some sort of coma at the hospital."

Madoka struggled to find what to say, without letting her mother know she already knew.

At the same time, some part of her mind wondered why her mother said she was in a coma. Wasn't Sayaka's body really...

..._dead?_

"Can I...can I see her?"

* * *

><p>Her mom wanted to go with her.<p>

She didn't think she could say goodbye alone.

When they were outside of the hospital, several nurses came up to them. "Excuse me? Are you Madoka Kaname?"

Junko blinked, a bit surprised. "Yes, we are. Is there a problem?"

"Not at all" the orderly said. "We've been expecting you. Come with us."

They quickly led them over to a wall.

"Excuse me, but I don't understand. This is..."

"Exactly where you're supposed to go." The orderly smiled.

They all smiled.

It was at that point Madoka realized two things.

First, she remembered that this is where that Grief Seed was. The Grief Seed of the witch that...killed Mami.

Second, all of the nurses has marks on their necks. A crystal with four wings coming out of it.

Witch's kisses.

Madoka tried to shout a warning, but suddenly she was swarmed by people, pressing them into the wall...and then into the witch's barrier that was there.

Junko screamed as her daughter disappeared, but then she was tackled to the ground.

A blow to the head knocked her unconscious. The other brainwashed orderlies then entered into the barrier.

* * *

><p>When Homura entered her house, she found it trashed.<p>

Her first thought went to Kyubey, but she knew that while he was a manipulative bastard, this wasn't the sort of thing he'd do.

But when she looked to find her collection of Grief Seeds, they were all gone.

"I did warn you"

Speak of the devil.

She glared at him again.

"This witch is much more intelligent than the others. Using witch's kisses to gather allies rather than despair...it's really quite ingenious." He titled his head. "Oh, and I should mention that Madoka is in danger."

"What?"

"The witch you're looking for has trapped her in the hospital. You may want to-"

She was gone.

"As expected", the alien said.

* * *

><p>More mind controlled victims were waiting for Madoka in the barrier, grabbing her and dragging her forward. Two different types of familiars scurried about, further blocking off escape.<p>

"What...what are you doing? Where's my mom!" Madoka cried.

"Our savior wants you to see her judgment". The man was no longer pretending to be normal. He had a twisted grin on his face. "You should be honored. She is holding a special place for you. "

She struggled and struggled, but they were too strong.

She glanced around the world inside the barrier. It was an empty, desolate expanse. She heard the sounds of beeping in the background, followed by the sound of broken glass.

And just to add to the confusion...

"It smells like tea and cake" she whispered.

She wasn't sure why that, of all things, made her feel even worse.

Eventually they came across a door. It looked like the entrance to the inside of a building.

_"Madoka!_" said a voice in her head.

_"Homura! Where are you?" _She then wondered if Homura could actually hear her. To her surprise, she received a response.

_"I'm in the barrier. I'll find you."_

_"Did you see my mom?"_

_ "Yes. I took her to a safe place."_

_"Homura...Thank you so much! I'm being taken through a door right now. I'll tell you what I see!"_

As the door opened, and Madoka was dragged through, she was struck by how strangely familiar it seemed.

_"Madoka?"_

_"It's looks like a big apartment. But it's so empty. There's just a few big tables, and they all have cake and tea. And all of these butterfly symbols."_

_"That doesn't make any sense."_

_"Huh?"_

If Madoka could see her, she would have noticed that Homura seemed to be somewhere entirely different. It was filled with stained glass windows, and muttering voices.

Even as she was speaking through telepathy, she was fighting off the familiars.

_"The place I'm in looks like the entrance to a church."_

_"A ch-" _At this point Homura stopped time and ran. When it restarted: _"-urch?"_

_"Madoka, be careful. Something unusual is going on."_

It was at that point she realized that two other people were there, being held by more mind-controlled victims.

"Hitomi! Kamijou!"

"Madoka!" Hitomi shouted. "What's going on?"

"I don't know!"

It wasn't entirely a lie. She didn't know what the witch wanted, or why it was doing this.

But something about it all...

_"Madoka?"_

_"I'm still here. Hitomi and Kamijou are here too."_

_"...Impossible."_

_"Homura?"_

_"Nevermind. Have you seen the witch?"_

_"No but..."  
><em>

Madoka gasped.

_"There's a big table with a Grief Seed on it! It's glowing brightly and...there's a bunch of other Grief Seeds around it? I think?"_

_"Are they glowing too?"_

_"No, they aren-"_

"It is time" said one of the men holding Madoka.

The barrier changed.

The emptiness became hard walls.

The blackness became a stained-glass sky.

The table with the Grief Seeds had become an altar. A giant pair of doors were behind it, and on top of those doors was a white sheet, covering something.

Hitomi and Kyousuke blinked in confusion.

_"Homura. It changed! The barrier changed!"_

_"I see. The witch couldn't have controlled any people while it was hatched, so another witch must be present."_

_"Two witches?"_

_"Perhaps more if it can revive the other Grief Seeds."_

In her mind she gasped.

_"It's my fault." _Homura continued. _"Those were the Grief Seeds I collected. I will take them back, even if I have to kill every witch again."_

_"Homura-chan..."_

At this point she was roughly thrown to the ground, along with Hitomi and Kyousuke. The men stepped backwards. As Hitomi struggled to get her boyfriend up, Madoka quickly tried to run back the way she was taken only to hit an invisible barrier.

"I...we can't leave!" _"I can't leave, Homura!"_

_"I'll find you!"_ Homura was clearly desperate.

It was then she noticed all the seats. The man who dragged them walked over and sat down. Others were filled already. Some of the already seated individuals looked up in anticipation, clearly brainwashed. Others were struggling, but were unable to get out.

She banged on the barrier, trying so desperately hard to escape, to get her family, to _run away_ from this madness.

She never realized that it was only just beginning.

The stage was set.

With a loud shout, the brainwashed victims all screamed "**SHE COMES!**"

Madoka turned around and looked.

There was a flash of white light, and the witch floated down.

**HELENA BRUNHILD**

It wore a mask and red armor. In one hand it held a giant spear.

It's bottom half was a serpent's tail.

And from behind it stretched two pairs of dull grey wings.

It looked like an angel.

A fallen angel.

**"_Judgment begins now_"**, the voices murmured.

A cross floated down from the sky.

And then in a quick motion, the witch picked up Kyousuke, throwing Hitomi off of him, and slammed him against the cross.

"Kyousuke!" Hitomi screamed.

Madoka was speechless.

_"Perhaps you will now make a contract with me?"_

Madoka suddenly understood why she could still talk to Homura with telepathy. The voice was Kyubey's.

_"Don't listen to him!" _Homura shouted.

_"I...I won't. But the witch is attacking Kamijou!"_

"..."

Hitomi screamed again. The witch pulled back. Kyousuke was somehow stuck on the cross.

Then the right end glowed.

_CRACK!_

Kyousuke screamed as his arm was shattered again.

The left end glowed.

_CRACK!_

The other arm. Hitomi was screaming and crying.

_CRACK!_

And then the legs.

_"Will you contract with me now?"_

Madoka ignored him. She said as loud as she could: "Why are you doing this?"

The congregation answered her.

**_"Because he had to pay for his sin."_**

"What sin?"

And in response, the witch pulled away the white sheet above the doors.

It was at this point Madoka wondered if she was in a nightmare.

"Sayaka" she whispered.

Underneath the sheet, Sayaka's body hung on a cross. She was dressed as a Western-style bride.

Hitomi looked up in confusion and terror. Even Kyousuke was shocked, despite the pain.

Madoka knew exactly what would happen next.

Even before the music started playing.

Even before parts of the barrier changed to look like a concert hall.

The doors opened, and a mermaid flew out.

**OKTAVIA VON SECKENDORFF**

"Sayaka" she said again, tears flowing from her in her mind: _"It's Sayaka!"_

_"She's the witch?"_

_"No...she just..she just..."  
><em>

"Madoka..." Hitomi said, her voice shaking. "That's….Sayaka?"

Madoka...could only slowly nod.

Kyousuke looked in pain, horror, and wonder as the other witch stared at him.

Homura spoke again, mentally.

_"What is she doing?"_

_"She's just staring at Kyousuke. The other witch...was the one who hurt him...But I don't understand why! Why is the other witch with Sayaka? Why did she hurt Kyousuke?"_

_"...Kyubey. Who is that witch?"_

_"I thought you would have figured it out by now._

_That witch is Kyouko Sakura."_

Total silence.

At this point, Sayaka turned around, completely disregarding Kyousuke. She held out her hand to the other witch.

_"How is that even possible? She died!" _Homura shouted.

The other witch, Kyouko, took Sayaka's hand. And, their weapons disappearing, the two of them danced.

_"She did die. Her Soul Gem shattered." _Kyubey said._ "Once again, your knowledge is imperfect, Homura Akemi."_

_"What..." _said Madoka _"What happens when a Soul Gem shatters?"  
><em>

_"It leaves behind an immature Grief Seed."  
><em>

Neither of them responded. The witches continued to dance.

Kyubey continued._ "Creating a Grief Seed through this method give us no energy, and they take a great deal of time to develop before it can create a barrier and __hatch. However, it ensures that the magical girl's potential is not completely wasted."_

_"But Kyouko died a few days ago." _Homura said.

_"She did."_

* * *

><p><em>The explosion died down. A black Grief Seed fell from the sky.<em>

_What was left of the concert hall flickered, shimmering. _

_It did not vanish yet. A small light in the sky glowed. _It expanded and increased in size. _ Another Grief Seed, this one clear. A pair of red eyes watched._

_"She released a large amount of energy when she died, so her Grief Seed grew much faster than usual."_

_It slowly landed, the needle on the bottom sinking through the ground. Black roots burst out from the ground around the seed. Black energy expanded from where it was._

_The barrier changed. A concert hall was replaced by a church. The clear Grief Seed rested on an altar._

_And then it hatched. The newborn witch howled in grief and rage._

_ "And it's also possible that her desire to be with Sayaka Miki increased the speed of the process."_

_The witch floated over to where the other Seed was. Delicately, she took it in her hand._

_In that same hand, the witch's own Grief Seed appeared._

_Darkness flowed from into the other. Eventually, darkness poured out from the recipient, filling everything with blackness._

__"The first thing she did was to revive Sayaka from her Grief Seed."__

_When the blackness cleared, the other witch was there, holding the first one's hand.  
><em>

_The two witches stared at each other, and then gently touched their foreheads together. _

* * *

><p>In the present, Madoka could only stare in horror.<p>

At this point she noticed the patterns on the glowing Grief Seed laying on the altar.

_"Kyubey"_ she said, "_the witch here was also a magical girl who died...wasn't she?"_

_"Correct. Just like the witch that was at this location previously."_

_"But that witch killed..." _Homura stopped.

Nothing more needed to be said.

After all, that Grief Seed looked just like _he_r Soul Gem.

The music played by Sayaka's familiars changed. The witches took their places on the other sides of the Seed.

Madoka fell to her knees. She heard it. A distorted, but familiar voice.

"_My body feels light"_

The seed hatched.

"_I've never felt so happy before"_

It wore a long black cloak and a mask, both filled with butterflies.

"_I'm not afraid anymore!_"

**BEATRIX MENDELSSOHN**

"_Because I'm not alone anymore!"_

Sayaka and Kyouko took her hands.

"Mami..."

Mami Tomoe had come back as a golden witch.

After a moment she released their hands and stepped forward, leaning down.

A proboscis then emerged from beneath her mask...

...to grasp Hitomi by the head.

"Mami! Stop it!" Madoka shouted.

The witch stood up, dragging Hitomi's struggling body with her.

_"You can still make a contract."_

_"Don't!"_

"Stop it!"

Members of the audience were screaming. Some were crying

At this point Kyouko took Kyousuke from the cross and gently put him between the slits in Sayaka's mask. Like a priest giving communion. He screamed.

"Kyouko! Stop it! Sayaka! Stop it!"

After a moment, Kyouko's mask opened to reveal a mass of teeth, and then she bit down on Kyousuke other end.

Hitomi landed on the ground, her body desiccated and her head gone.

The other two witches played the pocky game with Kyousuke's corpse. He was broken in half.

_"If you made a contract you could have saved them"_

Madoka closed her eyes and covered her ears. "Stop it stop it stop it stop it stop it stop it _stop it stop it STOP IT!_"

The witches laughed.

All of them laughed. Mad, insane, laughter...and yet Madoka could clearly recognize their voices. That just made it more terrifying.

"**STOP IT!**"

_"You can still save the others. Make a contract with me."_

"That will not be necessary."

Homura had finally arrived.

* * *

><p><strong>UNTERBRECHUNG<br>**

* * *

><p><strong>Witches:<strong>

**Oktavia (III)**

The mermaid witch. Her nature is to fall in love. Love has finally reached her. No longer does she desire to remember the feelings that moved her long ago. She now composes music expressing her vision of the future as her wheel of fate spins faster and faster.

**Helena Brunhild**

The valkyrie witch. Her nature is selfishness. She will protect anything and anyone that she considers to be hers. Those who harm them will suffer a horrible revenge. Anyone who does not desire her protection will have their minds taken away.

**Beatrix Mendelssohn**

The butterfly witch, with a lonely nature. She desires to have company. She absorbs others into herself so that she won't be alone. However, she will endlessly seek more companions. She desires the companionship of other witches the most.

* * *

><p><strong>Afterward<strong>:Reviews, comments, and spelling/grammar checks are always appreciated!

Pretty much everything that happened here is the result of looking at lines and symbols found in previous episodes and taking them as foreshadowing or plot elements that are revealed or re-used later. Of course, I'm basically setting them all off at once, but that just makes it more shocking, doesn't it?

For those who would like to know what those lines and symbols are I'll gladly explain them and how they turned out this way in my head. Feel free to skip this part:

"_...didn't you feel anything while protecting the others?" _: This line is taken from the preview at the end of episode 10. The line is pretty vague, (I think one translation can also read as "those girls" instead of others) and it's hard to tell if she's even speaking to Homura or not. I'm choosing to interpret it in this story as Madoka learning about the other timelines, but unable to think of those other Madokas as herself.

_On witches reviving other witches:_ "So, you have come this far and STILL you understand NOTHING. " Sorry.

As Kyubey puts it, if a magical girl can revive a defeated witch by placing enough corruption from her Soul Gem into the witch's Grief Seed, it's only logical to think that a witch can do the same thing with her own Grief Seed replacing the Soul Gem. Grief Seeds are fully grown Soul Gems, after all.

This also let's me give an explanation for why Kyubey "eats" Grief Seeds. Some fans think that he stores them so he could use them later for his own purposes (for example, to create Walpurgis Night), but in my opinion that doesn't seem to be Kyubey's modus operandi. Kyubey prefers to let people dig their own graves rather than dig a grave for them (although he definitely insists on giving them a shovel to dig their own graves with). Something like creating Walpurgis Night wouldn't really fit with what we've seen of him on screen. Instead he'd be more likely to watch and plan on turning it to his advantage.

The witches' desire to be with other witches is a subtle Faust reference, but it refers to Christopher Marlowe's _Doctor Faustus_ rather than the version presented by Johann Wolfgang von Goethe, which _Madoka_ references. Mephistopheles in _Doctor Faustus_ quotes a Latin proverb that means "It is a comfort to the wretched to have companions in misfortune", or idiomatically "misery loves company" when asked why the devil takes souls.

_The witch's kiss:_ The last time we've seen a witch's kiss was in episode 4. Then they disappear completely. I'm interpreting it as something we're meant to forget about until it returns with an absolute vengeance. Here, the witch is _very_ devious, using her mind controlled victims to gather stray Grief Seeds – that is more allies to fight those pesky magical girls. She also uses them to gather her actual targets. And she has a lot of mind-controlled victims.

Of course, the witch is Kyouko Sakura, which refers to a line in episode 7. When Kyouko's father finds about her wish, he called her "a witch that manipulated peoples' minds". I imagine some of the runes in her barrier read "FATHER WAS RIGHT!"

Incidentally, I took her witch's kiss symbol from a symbol found on the floor in Oktavia's barrier in episode 9.

_Madoka's attempted afternoon nap:_ Based off the title sequence. Hey, I had to show it somewhere.

_The hospital: _During the dream in episode 1, a flash of the hospital is seen before Madoka goes outside. I am interpreting this as more foreshadowing. It's also sort of thematically appropriate that this horrible sequence is at the same place where the series took a darker and horrible turn.

Also, in episode 2, Mami said the worst place a witch could be was at the hospital. We got a witch at the hospital in episode 3, but again, I'm interpreting this as one of the elements you're supposed to forget about until it returns with a vengeance. Kyouko/Helena chose the hospital for her little ceremony both because Mami was there, and she felt it was an appropriate venue to punish Kyousuke for hurting Sayaka.

_Two barriers: _This is to show Kyouko/Helena's and Mami/Beatrix's barriers simultaneously. I'll leave the runic text to your imagination.

_Helena Brunhild: _The name deliberately parallels Kriemhild Gretchen. Helen of Troy was Faust's other lover (Gretchen was his first). Brunhild is the name of a valkyrie in Norse/Germanic mythology. She was the star-crossed lover of the hero Seigfried, who was married to Kriemhild. The implication here is that the "Seigfried" is Sayaka, especially since she jokes that Madoka will be her wife.

There's also the fact that Brunhild was cast out of the heavens for disobeying the gods. That is to say she's a _fallen _valkyrie, or to put it another way, a fallen angel. Valkyries are also typically depicted with spears, and furthermore their name means "chooser of the slain", which has many meanings here. In this case it refers to both "choosing who to kill" with the help of mind control and "taking those who are already slain". The slain here are the Grief Seeds of defeated witches, who she will revive.

The serpents tail she has also has two meanings. On the one hand it connects her to Oktavia; Oktavia is likely based off Melusine, a figure of European folklore that is a woman with the lower body of either a fish (like a mermaid) or a serpent. The fish tail is Oktavia's, the serpent's tail is Helena's. Also, Melusine was sometimes depicted with wings.

The other meaning connects her more to Christianity. The seraphim class of angels were closely associated with snakes (in fact the word may have originally referred to snakes). The devil is also connected to serpents, either as the giant dragon in Revelations or in the belief that the devil was the serpent in Eden; some old sources depicted the serpent as having a woman's head, representing the long hair of an angel. A connection with the devil symbolizes Helena as a fallen angel and as an antichrist figure in the sense of acting as a false prophet (through mind control). There's also the "came back from the dead as a monster" angle. And of course, snakes and apples.

_Breaking Kyousuke's arms and legs: _A reference to episode 6. It's the advice Kyouko gave to Sayaka so she can "own" him. And then she said that she would do it herself as a favor. Kyouko/Helena preforming this action shows that it's not just about revenge, but also about giving Sayaka something that she might still want.

_Oktavia von Seckendorff:_ Still alive! And believe me, she is still...okay, old meme is old. It should be mentioned that in "The Little Mermaid" (NOT the Disney version!) the mermaid does came back after death as a "spirit of air". More on the reasons behind her resurrection in the next chapter. And yes, she is so over Kyousuke now.

The dance is actually a subtle reference to the not-DDR Kyouko is seen playing on during one scene.

_Dead magical girls can become witches:_ As early as episode 3, people were predicting Mami would come back as a witch. Even though zero evidence supports it, no-one has explicitly said it wasn't true. I'm hoping for this to occur for a number of reasons.

First is that it let's us see Kyouko and Mami's witch forms. We've seen Madoka's and Sayaka's, so why not everyone else's?

Second is simply the sheer tragedy that it brings to Kyouko. It is exactly what she didn't want to happen. And yet it's exactly what she said she wanted in her last words, which weren't "Let's die together" but rather "Let's_ be_ together". And so they are together. Just not in the way she thought. I find it very unlikely that Oktavia wouldn't have dropped her Grief Seed (especially since she likely dropped one in timeline 3). This would render Kyouko's sacrifice utterly pointless. But if she comes back as a witch, it goes past pointless, and into tragic irony.

It's also taking the two apparent metaphors of her death to a logical but twisted conclusion. The first is a Japanese Christian sacrificing herself for another's sin. The logical conclusion to Jesus symbolism is to bring Kyouko back, but it's twisted by bringing her back as a fallen angel witch. The second relates to the Melusine legend. In certain variants, taking a golden key from her would set her free and allow whoever takes it to claim her as a bride. In this case, Sayaka/Oktavia was only set free from her despair, while Kyouko could and did claim her as a bride...because she became a witch herself.

To a lesser extent, Mami's resurrection as a witch is also tragic and ironic because she is now no longer alone. And then there's the fact that Homura only delayed Madoka's transformation into a witch in the third timeline (though she'd probably take a VERY long time to hatch, to the point where Kyubey can probably get someone to go "I wish this witch was defeated the moment she hatched!", if only to save the world.)

Third, it would just be shocking. No-one would expect it. It would be like episode 3, all over again. Only worse.

And the fourth we'll get to in the next chapter.

And yes, I am saying that Charlotte was an example of a magical girl that died rather than becoming a witch through Soul Gem corruption. The reason I persist in thinking Charlotte is evidence for an alternative method of turning magical girls into witches is because the appearance of her Grief Seed is just radically different from Sayaka's/Oktavia's. The latter becomes a witch and manifests her boundary right away. The other is hanging on a wall in the real world, vines clearly growing out of the seed. Sayaka walked right past it without noticing. Madoka actually seemed to be able to sense it was there. It then manifests it's barrier, and then later hatches. In other words, very odd.

Some think Kyuubey may have planted it, but again, it's not his style. And it's doubtful that familiars go dormant like that when they transform into a witch. So I think the unusual nature of Charlotte's Grief Seed is going to lead to this.

One last thing. In episode 7 there's a single frame where it looks like an angel is coming out of Sayaka's shadow and plunging a sword into Kyouko's shadow. It's clearly foreshadowing Sayala becoming a witch and killing Kyouko. Except she doesn't kill Kyouko...and the picture bears that out because the angel is only plunging its sword through the shadow of Kyouko's bag of apples.

There's also something growing from Kyouko's shadow too. A vine. As in a vine growing from a seed.

Maybe it's just a coincidence.

_Beatrix Mendelssohn: _Before we get to name and appearance: Yes they're playing a dark reprise of Mami's theme. And those words were taken from episode 3. I just thought it would be hilariously ironic. "You want Mami back? OKAY, HAVE HER BACK! AHAHAHAHAHAHAHA! Didn't expect this, did you?" Yeah...

Alright. Felix Mendelssohn was a musician who knew Johann Wolfgang von Goethe, who's version of _Faust_ is the one being referenced in Madoka. Mendelssohn wrote an overture known as "The Fair Melusina" for a play based on a story by Goethe, and a cantata based on one of Goethe's poems, entitled _Die erste Walpurgisnacht._ Yeah, that Walpurgisnacht.

Beatrix is a reference to the Dante's Inferno character, for reasons that will become apparent later, but yes, it's really a reference to the witch Beatrice from _Umineko No Naku Koro Ni, _who was a golden witch revived from the dead in a bloody ceremony that had an evil laugh and was associated with butterflies. Oh, and she could bring others back too.

Beatrix is associated with butterflies for two reasons. First was that Gertrud and Charlotte also had butterfly symbolism. Gertrud, obviously had butterfly wings and exploded into butterflies when destroyed. Charlotte doesn't seem to have butterfly symbolism until you realize she's basically a very hungry _caterpillar. _The second is that butterflies can symbolize both death and rebirth_. _Which makes it more appropriate that Charlotte and Beatrix are both witches that came back wrong from the dead.

_Death of Hitomi and Kyousuke: _Killing Hitomi was a recreation of Mami's death by Charlotte. It shows just how _messed up_ Mami is right now. Similarly, Kyousuke's death is this for Sayaka and Kyouko. Kyouko putting him into Sayaka's mouth is reminiscent of a priest giving a communion wafer...which is considered the _body of Christ_. Kyousuke is hanging on a cross. It's religious horror. And then Kyouko goes "heck with it" and bits down on the other end, turning him into a shared piece of pocky. This is a horrifically corrupted version of a piece of semi-offcial artwork.

And now you're probably wondering about Walpurgis Night. I'll just say this:

It's already here.

**Until next time...**

**EDIT: **As you may have noticed, I made a small change in the story by removing Madoka's family from the horrible events. After looking at the rest of my fic, I realized that they just contributed no real point to the plot. So I saved them all. HOORAY!

Of course, that's ultimately because I couldn't kill them, and that's less a matter of me not having the guts and more a matter of me not thinking Madoka will be able to recover from that in time. _Do not expect the series to show the same mercy._

The other important edit was a flashback scene showing Kyouko/Helena's Grief Seed, followed by her birth. I hope I've conveyed the proper imagery._  
><em>


	2. Second Half

**Disclaimer: Don't own this series.**

**Foreword:**

This is part two of my version of episode 11. Before reading this, _**please re-read part 1**. _

Did that? Okay...**FORTSETZEN.**

* * *

><p>Madoka turned and noticed that Homura's face was no longer stoical. It was full of cold and complete hatred.<p>

Some of it seemed directed at herself, but most of it was reserved for the witches.

For their part they glared back, full of the contempt the three girls once had for Homura.

Suddenly in one moment, Homura vanished, and in that same moment she banged against the barrier between her and Madoka.

In less time, but just as suddenly, the brainwashed victims completely forced Homura down.

Homura managed to pull out a flash grenade. "Madoka, cover your eyes!"

It went off.

Their grip didn't slacken one bit.

"Homura!"

The witches laughed.

A doctor pulled out a scalpel and walked toward her.

"_I think you should make the contract now" _said Kyubey in Madoka's mind. _"If she dies here, she'll just become another witch."_

_Homura...become a witch?_

They spoke in their distorted voices.

"_Be a witch!" _Mami shouted.

"_Be a witch!" _agreed Kyouko.

"_Be a witch!" _finished Sayaka.

The idea that Homura could become a witch...

**FLASH**

"_She can't handle this! I can't just stand here and watch!"_

**FLASH**

It made something in Madoka...

**FLASH**

"_You just need to change it all. You posses the power to do it."_

**FLASH**

…leap out.

**FLASH**

"_I...I wish..."_

**FLASH**

It happened suddenly.

It one moment, Homura was trapped.

In the next, the people holding her were sent flying across the room.

Homura didn't know what happened, nor did she care. She immediately pressed her advantage, stopping time and firing swarms of bullets and multiple explosives at the witches.

Time restarted.

Madoka was knocked backward on the blast, almost landing on Hitomi's body.

The witches were unharmed.

The witch that was Kyouko had created a barrier to protect the three of them. Once again, time stops were useless.

An enormous musket came out from Mami's chest, as golden butterflies poured out of her. She giggled insanely as it fired a giant blast of energy.

Dodging that was easy for Homura, but Sayaka had already sent out her wheels.

Homura winced in pain as one nearly bowled her over, and stopped time again to dodge as Kyouko and Sayaka moved in close, brandishing their weapons.

The bullets she fired during the time-stop were again deflected by Kyouko's barrier, and Homura nearly landed right into Mami's blast.

The three witches began laughing again. Homura suddenly understood what was happening.

The way to beat time-stoppers was to make it impossible for their attacks to hit you, and then predict where they would end up next.

The witches were doing both effortlessly.

It was a losing battle and Homura knew it.

"Homura!" Madoka shouted again.

"Stay back!"

She didn't listen at first. Madoka ran forward.

But she stopped when she realized that the barrier that was around her had disappeared.

She turned around briefly, and noticed something.

"Homura! The butterflies!"

They were landing on the other Grief Seeds, crackling with energy. They seeds grew blacker and blacker.

Mami giggled madly.

The world in the barrier changed as one of them hatched.

Homura barely stopped time to dodge the giant catepillar that came for her.

**CHARLOTTE**

It was back.

The witch that killed Mami was back.

It quickly withdrew, settling at Mami's side, wrapping itself around her affectionately.

Mami stroked the creature with her hands.

"_We're not alone anymore."_

The world changed again. Another Grief Seed hatched.

**ELSA MARIA**

Impossibly sharp branches headed straight for Madoka.

She suddenly found herself in Homura's arms, a safe distance away.

Kyouko and Sayaka had moved backwards, in front of the altar of Grief Seeds, and the shadow witch, who had broken her posture to brush against one of Kyouko's wings.

And then more seeds hatched.

**GETRUD, H.N. ELLY (KIRSTEN), GISELA**

The witches were familiar and unfamiliar

**SULEIKA, ALBERTINE, UHRMANN**

But they all stood together, facing the two girls.

**IZABEL, PATRICIA, ROBERTA**

They laughed together. A hideous cackle from a coven of witches that sounded all too human. The twisted and horrific laugh of the damned.

Who had found that damnation wasn't so bad if it was shared.

And that if bringing joy to others caused grief...

_(__Solamen miseris socios habuisse doloris_ _)_

...the surely bringing grief to others caused joy.

Sayaka had raised her sword, while Kyouko raised her spear. The other witches moved closer together.

They flew into the air.

Dark energy crackled.

And then everything stopped.

"Don't let go" Homura said. "And run!"

Madoka ran outside the room

* * *

><p>"<em>Let's be monsters together."<em>

"_And turn this world upside-down!"_

"_So that nothing bad or sad will remain."_

"_Destroy! Destroy! Destroy it all!"_

"_Destroy! Destroy! Destroy it all!"_

"_Destroy! Destroy! Destroy it all!"_

* * *

><p>The world in the barrier had changed, now a checkerboard pattern with various circles floating in it.<p>

It was strangely familiar.

Time started again. And then time stopped again.

They kept running.

"Homura...what...what are they going to do?"

"They are forming Walpurgis Night."

"Walpurgis Night?"

"Yes. Walpurgis Night is a witch formed by a gathering of witches. They are gathering into one entity."

Dumbfounded by all the events, and trying desperately not to think about what happened, Madoka could only ask "How do you know when it's coming, then?"

"Statistics!" said Kyubey's voice. He appeared from the shadows, right in front of them.

Homura wasted no time in pulling out her gun.

"Perhaps you should save your ammunition and magic for the Walpurgisnacht. Unless you want Madoka to assist you, that is."

"Homura" Madoka said, "...let's go."

"She can't do this on her own Madoka. If you don't contract, she will die, and the city will be destroyed."

Suddenly, Madoka felt an unfamiliar emotion.

Anger.

Pure complete, consuming anger.

How dare he! _How dare he!_

"If I contract I'll just become a witch and the world will be destroyed! No more!"

Homura looked at her, shocked.

"No more! You understand, Kyubey? No more!"

Kyubey closed his eyes. "If that is your choice."

He faded away.

* * *

><p><em>They spun around each other, dancing. A few of them were placed in a circle in the center, and the rest were in a greater circle around them. <em>

_They spun faster and faster, and their forms began to merge, twisting and changing._

_Their Grief Seeds became visible, and crackled with black energy._

_And then they floated to the center._

_And from them, something sprouted._

* * *

><p>They came out into the outside world, but somehow they were far away from the hospital.<p>

It was dusk. The sky was darkening.

They turned and saw a giant tree grow.

It was gnarled and twisted, yet somehow it grew flowers and what looked like cherry-blossoms.

"That's where it will appear" said Homura.

"My...parents...my brother...if they..." Madoka hugged herself, crying. "If they died too."

"They...they should be safe. I won't let anything make you suffer Madoka. Not anymore."

"But...they're...that witch, they're..."

"They're ghosts." Homura said. "Sayaka, Kyouko, Mami...all those witches are just ghosts. And we need to put them to rest, so they won't hurt anymore."

"Homura-chan...but what if...what if you die and...and then...?"

"That will not happen" Homura said, with utter conviction.

A large black apple had grown on the tree.

At least, it looked like a black apple. It broke off and rose into the air. The tree withered.

A circle of runes appeared behind the apple.

Then behind that circle, another one, looking like a star.

A total of five patterns manifested themselves, spinning in different directions.

The apple opened.

The gears on the bottom spun around

Above , or perhaps below them was a strangely beautiful blue dress. The color changed to yellow for the thin waist, and then red for the sleeves. The cuffs were white.

The witch was smiling. It looked strangely like Kyubey, with it's white face, rings at the end of its ears, and small red eyes.

Homura grabbed Madoka, and stopped time once again.

"Get over here, and get down!"

They fell to the ground. And when time started...

Walpurgisnacht laughed a many voiced laugh.

And then came the wave of destruction.

* * *

><p>Buildings flew into the air.<p>

Tidal waves burst through the city.

In an instant, it was ruined entirely.

Madoka found herself covered by Homura's body. She coughed as they slowly got up.

"This is...this is horrible!"

Homura said nothing. She had seen this four times already. A fifth would not change things.

Instead, she put her hands on Madoka shoulders. Her expression softened.

"Madoka...promise me...promise me you'll run away. Promise me you won't sacrifice yourself."

"I...I promise."

Suddenly Madoka was pulled into a hug.

Homura was breathing heavily, trying to fight back tears.

"Homura-chan..."

"I'm sorry, I'm sorry. I'm still just this clumsy nervous girl, who doesn't think she can do anything right...but I'll do this right. For you, I'll do it right."

Homura pulled Madoka back so she could see her smiling face.

"Madoka...no matter what...I'll protect you...my first and only friend."

Madoka wanted to say it wasn't true, that there had to be others...

But then she was, in an instant, gone.

She didn't run though. She couldn't run. She had to know.

She had to know if Homura would survive.

Somehow she had scaled the giant tree, and was staring at the enormous composite witch.

Laughing wildly, Walpurginacht sent a building at her.

Terrifyingly, a voice rang out in her head..

"_**HAHAHAHAHAH! DIE."**_

She covered her ears.

She'd seen this before.

In her dreams.

Homura had leapt on top of the building. In an instant, she was on the other side of Walpurgisnacht as an explosion bloomed around it.

It was completely unscathed.

"_**TONIGHT WHO FLIES NOT, NEVER FLIES!**_ _**BE A WITCH! "**_

It fired rainbow colored lasers. Homura barely dodged all but one, and had to block it with her shield.

"_**BE A WITCH! BE A WITCH! BE A WITCH! BE A WITCH! BE A WITCH!"**_

The details were different, but the outcome would be the same.

"You can see it's hopeless". Kyubey had appeared next to her.

She ignored him.

_Why do I remember? _she thought, as the battle raged on.

And she thought.

And she thought.

**FLASH**

"_I...I wish..."_

**FLASH**

"_I...I wish..."_

**FLASH**

"_I...I wish...I wish...for the power to stop this! That I would be able to stop this, any of this, from happening..._

_...**no matter what!**"_

**FLASH**

And Madoka...

...glowed.

* * *

><p>For Homura, it was sudden.<p>

One moment, she was knocked down again, helpless. Walpurgisnacht was about to fire.

The next...

A blast of purple energy blew out from Homura, negating the composite witch's attack completely.

Homura suddenly found she had the strength to get up. No...it was more than that. She had never this way before, this burning power inside of her, waiting to be released.

She was holding a bow and arrow, much to her surprise.

"_Homura...don't worry. I'm here to help."_

"_Madoka? But I told you to-No you-"_

"_I didn't contract."_

"_What?"  
><em>

"_I...I don't know how, but this power...comes from me. So let's end this, Homura...once and for all."_

And then she felt her, _felt her_, right next to her, helping her aim the bow.

The witch sensed the sheer, terrifying power. It sensed it's own doom. _**"DON'T!"**_

She felt her hesitate.

"_Madoka..."_

"_**DON'T MAKE US ALONE AGAIN!"**_

"_Madoka, it's...it's the only path left."_

"_I know. Let's... Let's see them free"._

"_Yes."_

She drew the string back.

"_**NOOOOOOOOOOOOOOO!" **_

Walpurgisnact threw everything it could at Homura.

Before anything hit...

She fired.

* * *

><p>"She had unconsciously done so before," Kyubey said, quietly, "but to consciously use magic...without a contract..."<p>

The explosion was deafening.

* * *

><p><em>"You did it! You did it!"<em>

_"It's over...I'm...I'm so happy..."_

_Episode 12: "I wish I could stop this moment in time..."  
><em>

**Ende...**

* * *

><p><strong>Witches:<strong>

**Walpurigsnacht**

The gathering of witches. Her nature is destruction. This witch is made up of several witches who wanted to share their pain. They wish to end all the world's grief by destroying the world. No longer alone, nothing can reach them. They will take their pain out on the world.

* * *

><p><strong>Afterward:<strong>

It's cliffhanger! And that's all she wrote, because unfortunately, due to real-life issues, I won't be able to complete episode 12 before the finale. I _might_ do it afterwards, it depends.

To be honest, I felt this part was weaker than the last one.

And now for the optional notes:

_Deus Ex Machina: _In episode 4, people noticed that when Madoka threw the bucket, the window seemed to crack before the bucket hit. There's also Madoka seemingly being able to sense Charlotte's Grief Seed in episode 3, and the fact that she seems to have memories of previous timelines. As such, this outcome isn't that out of nowhere.

_Revival of the witches:_ You know how sometimes characters come back for the finale? This is where it goes wrong. The actions of Charlotte and Elsa Maria were meant to be ambiguous, considering the speculation about them.

The witches chant Homura's lines from timeline 3 in episode 10. Which leads to the following

_Walpurgisnacht, the gathering of witches: _Here they're gathering into one witch.

There is some evidence for this, (some of the pictures on Homura's room seem indicative of multiple witches being involved) but to me, the biggest thing was the fan prediction that Sayaka would become the witch from episode 1. She didn't...but she still became a witch.

I do not believe it's coincidence that Sayaka was predicted to become a witch through the appearance of Walpurgis Night. This led me to believe that Sayaka and Walpurgis would be connected somehow (there is also some evidence for this in the show, certainly as much as Walpurgis being Homura). It was when I was looking at Walpurgis's spell circle in Episode 1 that I realized that it's spell circle was _composed of multiple symbols_. That is, a composite circle. I quickly realized that Walpurgis could therefore be a composite witch. This could then make the "Sayaka is the epsiode 1 witch" theory be true, albeit in a way no-one thought. It also explained the differences between Walpurgis in different timelines – they were made from different combinations of witches.

That Walpurgis had to have some connection to Madoka made sense, as the opposite didn't make sense. If the second most powerful witch, the one seen from the first episode, didn't have some sort of connection to the characters then it would be an element of weak writing in a show that is delicately plotted. Yes, it matters where Walpurgis comes from. You don't just do that sort of buildup, and then go "here's the monster, now fight it!" You can, but it's a letdown.

But this leads to another question: If Sayaka is going to be a part of Walpurgisnacht, why appear to kill her off then? Why have Kyouko sacrifice herself in an ultimately pointless fashion? And if it's a fusion ,why just Sayaka? This is the fourth reason I decided to make dead magical girls become witches; it neatly answers all of those questions.

Incidentally, Walpurgisnacht in this series can directly lead to the creation of Kriemhild Gretchen, the witch that creates heaven on earth. Oktavia's witch form is a mermaid; and in "The Little Mermaid" (again, the original version), the titular mermaid dies and comes back as one of the spirits of air, who do good works in order to gain entrance to _heaven_, thus establishing a subtle connection between Kriemhild, Oktavia, and Walpurgisnacht (witches in this case are the "spirits").

In this story, Kyouko's and Mami's witch forms were also chosen to maintain this connection: Kyouko's witch form is a Valkyrie, who takes chosen souls to Vallhalla (heaven), while Mami's witch form is named after Beatrice, who leads Dante into Heaven in the _Divine Comedy_. So, Helena gathers together the dead witches, who are revived by Beatrix, and they all form Walpurgisnacht which could lead to the creation of heaven through Kriemhild.

_The giant tree:_Always present whenever Walpurgis is seen in the series. I decided to incorporate in symbolically. The apple symbolizes Kyouko, the flowers Mami, and the tree itself Sayaka, who has the character for "tree" in her name.

_Battle scenes: _Okay, I suck at them, and I hate writing them, which is why they're so brief. If I had drawing skills, this wouldn't be a fanfic, it would be a fan comic, and I would show extended battle sequences of Homura fighting Walpurgis, and Homura fighting all the witches simultaneously before they become Walpurgis. And probably scenes of the other witches eating or attacking the bystanders, but I felt that was kind of pointless.

"_Tonight who flies not, never flies.__"_ A line from the Walpurgisnacht scene in the first part of Goethe's _Faust_. During the scene, a band of witches (and wizards) sing as they fly to the top of the Brocken, a mountain peak where the witches are said to gather for Walpurgis Night. Something that struck me upon looking at that scene was a very brief sequence involving a half or demi_-_witch. She had fallen in a ravine, and because she was only half-witch, she was unable to fly. When she expresses her plight, the other witches respond with this line.

In this context, a half-witch suggests someone who has only partially become a witch, especially since she can't fly. That is to say, a half-witch hasn't completely _transformed _into a full witch and is in some ways a _young_ witch. I don't think I need to explain what "magical girl" means in this series.

There's also the fact that during Homura's battle with Walpurgis Night in episodes 1 and 10, she falls down from a great height. Arguably, the space between the still-standing buildings can count as a sort of urban ravine here. And she can't fly...

_Homura with an arrow:_She had one in early promotional artworks, might as well have her use it...and also to show how Madoka one-shotted Walpurgis that one time.

**And now for the episode 12 predictions:**

Let it be known that in Goethe's _Faust_, the title character did not sell his soul to Mephistopheles, but rather made a bet with him: If anything Mephistopheles ever did for Faust caused him to have a moment of perfect happiness, that would make him wish for _time to stop_ so that he could experience that moment forever, his soul would be immediately forfeit to Mephistopheles.

Now, Faust did escape Mephistopheles in the Goethe's version, but since the anime really only references _Faust_, and it really enjoys messing with the characters, I am taking this to mean that Homura might suffer a Pyrrhic Victory: She would defeat Walpurgisnacht without Madoka dying or contracting, and in her moment of happiness from finally reaching her goals...

...she would become a witch.

And Madoka, all alone, would have to face her final temptation: Not to become a magical girl, but rather to become a _witch_, allowing her to be with her friends forever, and creating a heaven where no-one will suffer.

And the source of that temptation might not be Kyubey. Perhaps it's just me, but I can't ignore this line from Sayaka, to Madoka, in episode 1:

"What do you mean? _There's another you who's insane?_"

Here are the witches that would appear in my episode 12:

**Christofaustila  
><strong>The witch of time. Her nature is protection. She only cares about one other. She controls time itself to protect her, and will keep protecting her until the end of time. All of her thoughts are of her. She will not be stopped.

**Mephistophilia**  
>The witch of the devil. Her nature is temptation. The true form of the witch of salvation, she sends others into despair so that they will willingly enter her heaven. This witch cannot be defeated. She will cause the world to end.<p>

_So is a happy ending possible?_ It certainly seems unlikely, despite the ultimately hopeful themes of "Connect" and even "Magia". The system of magical girls in this series is designed to doom anyone who enters it. There is no doubt that a bad, or at least bittersweet ending looms large.

But if one can change the system of magical girls...

As Magia says: "_What creates life is a wish_." The real writer may still give us an unexpected ending.


End file.
